HomeMy WebLinkAboutLD Commodities NW Facilities Agreement for Confined Space/Standby SvcAGREEMENT FOR CONFINED SPACE STANDBY AND RESCUE SERVICES
THIS AGREEMENT is entered into this 23 day of July__ , 2013 ,
between the City of Pasco, Washington, a municipal corporation, hereafter referred to
as "Pasco ", and _L17_Commodities NW Facilities hereinafter
referred to as "Recipient', or referred to collectively as the "Parties."
WHEREAS, Pasco currently provides Confined Space Technical Rescue Services
which has the knowledge and expertise to perform technical rescue services to
Recipient; and
WHEREAS, Recipient desires to utilize the services of Pasco's Technical Rescue
Technicians to perform technical services at the Recipient's
facility described above; and
WHEREAS, this service is required by Federal and State law whenever
a permit required confined space entry is made and;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the Parties agree as follows:
1. Purpose and Scone of Work:
The purpose of this Agreement is to describe the terms and
responsibilities of the Parties regarding the provision of technical confined
space rescue services by Pasco's Technical Rescue Technicians at the
Recipient's facilities described above.
2. Roles and Responsibilities:
A. Each Party recognizes the inherent risks associated with a permit
required confined space entry and Recipient accepts the limitations of the
Technical Rescue Technicians and the timeframes associated with a
rescue from a permit required confined space and shah not place
unnecessary or unreasonable requests for performance nor either Party
place barriers that would impede meeting the performance of either Party
from accomplishing the purposes of this Agreement.
B. Pasco shall supply the supervision, support, and equipment
reasonably necessary for the Technical Rescue Technician's to perform
the roles and responsibilities identified under the terms of this Agreement.
C. The Recipient shall provide sufficient access for Pasco's personnel
and equipment to any location wherein work is to be performed.
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D. Scheduled Work/ErneEggricv Work: Pasco's designated
representative shall determine the extent of services required for all
scheduled work, to include number of hours and technical rescue
technicians required. The scope and estimated costs for all scheduled
work shall be approved by both entities before such work commences.
Advanced approval of scope and estimated cost is waived for all work
performed as the result of an emergency. "Emergency work" is defined as
work that must be performed as the result of an unforeseen set of
circumstances that calls for immediate action.
E. Pasco's Technical Rescue Technicians shall assess and determine
the team availability to perform scheduled work requested by
Recipient after taking into consideration Pasco's other service and
obligations.
F. Pasco shall accommodate unanticipated absences and sick leave
as may occur from time to time.
G. Pasco shall conduct at least one (1) training session and/or
inspection at the Recipient's permit required confined spaces annually
during the term of this Agreement.
I Financial Provisions.
In consideration of Pasoo's services provided above, the Recipient shall:
A. Pay an annual sum of $ 4,100,00 per year during the term
of this Agreement for annual training and /or inspections. This payment
shall be paid in advance, on the date of execution of this Agreement, and
pm the same date of each year thereafter during the term of this
Agreement.
8. Recipient shall reimburse the Pasco at the fully burdened rate of
pay for actual scheduled or emergency hours worked by Technical
Rescue Technician's from Pasco. Pasco's Technical Rescue Technician's
shall track hours worked for Recipient through the Pasco payroll system,
and Pasco shall submit an invoice with supporting documentation for
reimbursement of wages and any applicable reimbursable expenses.
C. In the event any Pasco equipment is lost or damaged in the course
of its services under this Agreement, Recipient shall reimburse Pasco its
actual costs of repair or replacement of such equipment (except to the
extent such loss or damage is due to the negligence or willful misconduct
of Pasco) upon receipt from Pasco of a damaged/lost equipment inventory
and a copy of the invoice for the repair or replacement of the equipment.
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D. Recipient shall make payment to Pasco for the services provided in
this Agreement within thirty (34) days of invoiced by Pasco.
4. Performance -
Pasco's Technical Rescue Technician shall at all times during the
performance of this Agreement, perform services in a reasonable and
professional manner consistent with the standards established by the
Pasco Fire Department.
5. Indemnification.
A. The Recipient shall defend, indemnify and hold harmless Pasco
and its officers, agents, and employees, or any of them, from and against
any all claims, actions suits, liability, loss, costs, expenses and damages
of any nature whatsoever which are caused by or result from a negligent
act or omission of the Recipient, its officers, agents, and employees in
performing services pursuant to this Agreement except those claims
resulting from the sole negligence of Pasco.
B. Pasco shall defend, indemnify and hold harmless the Recipients
and its officers, agents, and employees, or any of them, from and against
any and all claims, actions, suits, liability, loss, costs, expenses and
damages of any nature whatsoever which are caused by or result from a
negligent act or omission of Pasco, its officers, agents and employees in
performing services pursuant to this Agreement except those claims
resulting from the sole negligence of the Recipient.
C. In the event that a claim or lawsuit is brought against a Party or its
employee(s) for actions arising out of this Agreement, such Party shall
promptly notify the other Party that said claim or lawsuit has been filed or
commenced.
D. The Parties to this Agreement and their respective legal counsel
shall, to the extent reasonably possible and consistent with the best
interests of their respective clients, cooperate with the defense of any
lawsuit arising out of this Agreement; provided this cooperation does not
require the Parties to share any out -of- pocket litigation costs. Said costs
will be the responsibility of the Party obligated to defend any such lawsuit.
E. Upon request, each Party shall share with the other the terms of
their respective liability insurance policies to allow for coordination of
coverage. The consent of any liability insurance carrier or self - insured pool
or organization is not required to make this Agreement effective between
the Parties, and the failure of any insurance carrier or self- insured pooling
Agreement for confined Space
Standby and Rescue Services - 3
organization to agree or fallow the terms of this Agreement on liability
allocation shall not relieve either Parry from its obligations under this
Agreement.
F. Except for liabilities and claims related to the actions and inactions
of employees as set forth above, all other rights, duties, and obligations
with respect to any particular employee shall remain with the Party
contributing that employee. Additionally, each party shall be responsible
for compliance with the provisions of any applicable collective bargaining
agreements and civil service rules and regulations. Nothing in this Section
shall be interpreted to waive any defense arising out of RCW Title 51.
6. Insurance.
A. During the term of this Agreement, Recipient shall maintain general
comprehensive and premises liability insurance coverage of not less than
$1,000,000.00, and shall maintain such insurance on its equipment and
premises that may be utilized in the performance of this Agreement.
B. During the term of this Agreement, Pasco shall maintain general
comprehensive insurance as available through its insurance pool
regarding the performance of Pascds services under this Agreement, and
the equipment utilized in performing such services.
7. Maintenance of EaupmenY.
Each party shall be responsible for the maintenance, repair and upkeep of
any equipment or premises used in the performance of the services under
this Agreement. The availability of any specific equipment is dependent
on many factors and this Agreement will not the party to provide that
equipment if the application of that equipment, in circumstances of the
services provided under this Agreement causes an undue risk to the
safety or operation of any party.
8. Duration:
This Agreement shall commence on the day and year first written above
for a term of one (1) year. This Agreement shall automatically be renewed
on an annual basis thereafter. Either party, however, shall have the right
to terminate this Agreement with our without cause upon a sixty (60) day
advance written notice.
9. Dispute Resolution:
This Agreement has been and shall be construed as having been made
and entered into and delivered within the State of Washington and it is
agreed by each party hereto that this Agreement shall be governed by the
laws of the State of Washington.
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In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the parties shall first meet in a good faith
effort to resolve such dispute. In the event the dispute cannot be resolved .
by agreement of the parties, with or without the assistance of a mediator,
said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as
amended, with both parties waiving the right of a jury trial upon trial de
novo, with venue placed in Pasco, Franklin County, Washington. The
substantially prevailing party shall be entitled to its reasonable attorney
fees and costs as additional award and judgment against the other.
10. Notice:
For any notices required under the terms
be made by personal service, certified mail,
A. City of Pasco
Attn: Pasco Fire Chief
525 North 3rd
Pasco WA 99301
gearb@pasco- wa.gov
of this Agreement, notice shall
or electronic transmission to:
LD Commodities B. Recipient LD Commodities NW Facilities
ot
is us, a. 99335 Address: 5252 Burr Canyon RD Pasco We. 99301
Telephone: (509) 282 -3419
City /State: - �ssFe, -Wa
Email: _d12n.mcken7.ie(aldrnm_rnm
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and yearf tst above written.
City of
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Manager
Agreement for Confined Space
Standby and Rescue Services - 5
Recipient
By: _ Tr
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